Generali Group

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          Role, functions and activity

          The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

          The responsibilities allocated to the Board of Directors include:

          • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
          • Proposing the allocation of profit shown in the financial statements and the distribution of dividends.
          • Taking decisions on the merging, opening or closing of departments and secondary offices.
          • Appointing one or more general managers, setting their powers and responsibilities, and revoking the appointments.
          • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives.
          • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest.
          • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

          The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

          Board Diary 2018

          The main activities and goals of the Board of Directors in 2018 are listed in the following charts:

          Strategy and Finance Internal Control and Risk Management Governance
          • Assessment of attainment of the 2017 targets of the heads of the Fundamental Functions and targets for 2018
          • Financial affairs and equity investments
          • Approval of expenditure budget of RCC and SCC
          • Resolutions and disclosures concerning the ICRMS and remuneration of the heads of the Fundamental Functions
          • Update of Group policies 
          • Approval of expenditure budget of Board Committees and SCC
          • Group incentive systems

           

          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of climate change strategy 
          • Financial affairs and equity investments
          • Approval of impairment testing procedures
          • Approval of expenditure budget of ARC
          • Examination of issues relating to the ICRMS
          • Examination of actuarial report on the Company’s technical reserves
          • Report of the head of the Internal Audit function on complaints management
          • Approval of proposed amendments to Articles of Association
          • Initial analysis of the DNF
          • Examination of findings of the 2017 Board Review
          • Ascertainment of professionalism, respectability and independence requirements of the members of the Board of Directors and the Board of Statutory Auditors
          • Ascertainment of the requirements laid out by the Fit&Proper Policy for key personnel for the purposes of the policy
          • Information on communication of the Italian Corporate Governance Committee of 13 December 2017 
          • Resolutions on representatives of the strategic subsidiaries
          • Remuneration of top managers
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Approval of Consolidated Financial Statements, Parent Company’s draft financial statements, associated reports on operating performance and proposed dividend payout
          • Information on state of progress of the strategic plan
          • Financial affairs and equity investments
          • Examination of remuneration of members of the GMC 
          • Approval of the Group Remuneration Internal Policy
          • Review on the adequacy of the organisational, administrative and accounting structure of the Company and the strategic subsidiaries
          • Approval of MPFR’s activity plan and expenditure budget
          • Examination of the reports of the Fundamental Functions on implementation of the remuneration policies, ex ISVAP Regulation 39/2011
          • Call of the 2018 General Meeting and approval of reports
          • 2017/18 Remuneration Report
          • 2017 CG Report
          • Implementation 2015 LPIT
          • Designation and determination of remuneration of top managers of strategic subsidiaries importance
          • Information on RPT
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Examination of additional report of the external auditors, ex art. 11 Regulation EU 537/2014
           
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Strategy Day
          • Approval of interim financial information as at 31 March 2018
          • Financial affairs and equity investments
          • Approval of Parent Company’s 2017 ORSA Report
          • Approval of RSR and SFCR
          • Approval of Internal Model Policy
          • Information and resolutions on the ICRMS and Group policies
          • Appointment of the Data Protection Officer
          • Information on RPT
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Issues on the ICRMS and review of Group policies
          • Amendments to internal capital calculation model ex Solvency II
          • Approval of 2017 Group ORSA Report
          • Approval of Group RSR and Group SFCR
           
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Half-year reports as at 30 June 2018
          • Financial affairs and equity investments
          • Examination of ICRMS issues
          • Assessment of adequacy and efficacy of the ICRMS
          • Half-year report on SCC activities
          • Report of the head of the Internal Audit function on complaints management
          • Review of GHO organisational structure
          • Appointment of GM and CFO/MPFR 
          • Approval of 2018 LTIP Regulation
          • Designation of members of strategic subsidiaries
          • Check on interlocking situations ex art. leg.d 201/2011 relating to directors and statutory auditors
          • Periodic review of Group CEO succession plan policy
          • Group CEO succession plan
          • GMC members succession plan
          • Information on RPT
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Financial affairs and equity investments
          • Approval of Parent Company Product Oversight and Governance Policy and review of Group Outsourcing Policy
          • Examination of ICRMS issues
          • Information on start-up of 2018 Board Review process
          Strategy and Finance

          Internal Control and Risk Management

          Governance
           
          • Update on strategic issues
          • Check on interlocking situations ex art. leg.d 201/2011 relating to the MPFR
          • Update on climate change strategy
          • Update on The Human Safety Net programme
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Strategy Day
          • Approval of 2019-2021 Strategic Plan
          • Approval of interim financial information as at 30 September 2018
          • Financial affairs and equity investments
          • Review of Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan
          • Appointment of head of Fundamental Function
          • Examination of possible amendments to Articles of Association
          • Information on RPT
          Strategy and Finance

          Internal Control and Risk Management

          Governance
          • Examination of 2018 forecast and 2019 budget and Strategic Asset Allocation
          • Financial affairs and equity investments
          • Review of Group policies
          • Update of investment policy
          • Appointment of head of reinsurance distribution activity
          • Review of Risk Appetite Framework
          • Findings of the 2018 Board Review
          • Examination of possible amendments to Articles of Association
          • Adjustments to the IVASS Regulation 28/2018 (Definition of corporate governance model and amendments to the Regulation of the BoD and Board Committees)
          • Designation of members of strategic
            subsidiaries

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          BOARD DIARY 2018 – Main goals 84 kb